Annual Report 2011 - Magnitogorsk Iron & Steel Works ...

2011 /
ANNUAL REPORT
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Information
General Shareholders’ Meeting
The General Shareholders’ Meeting is the
Company’s supreme governance body.
А Shareholders who own not less than 2 % of the
Company’s ordinary voting shares are entitled
to propose issues for the agenda of Annual
General Shareholders’ Meetings and to nominate
candidates to the Company’s Board of Directors
and Audit Committee whose number shall not
exceed the number of members of that body,
and candidates for the position of the individual
executive body. Such proposals must be submitted
to the Company not later than 40 days following
the end of the financial year.
A notice of the General Shareholders’ Meeting
must be sent to each person specified in the list
of persons entitled to participate in the General
Shareholders’ Meeting by registered mail not
later than 30 days before the date of the meeting
with an announcement being published in the
Magnitogorsky Rabochiy and Magnitogorsky
Metall newspapers.
The Company may additionally inform
shareholders of the General Shareholders’ Meeting
using other mass media (television and radio), and
by posting the notice on the Internet at:
http://www.mmk.ru/corporate_governance/
disclosure_of_information/materials_to_the_
shareholders_meeting/.
A registrar performs the functions of a counting
commission (CJSC STATUS).
Persons entitled to participation in the General
Shareholders’ Meeting to be conducted in the
form of a meeting must be registered at the venue
of the meeting starting at a time specified by
the Board of Directors, and until the close of the
meeting.
Voting on agenda items is conducted by means
of voting ballots. Voting ballots must be sent to
shareholders by registered mail not later than 30
days before the date of the meeting.
Resolutions adopted by the General Shareholders’
Meeting and voting results must be announced
at the meeting where voting takes place, and
persons entitled to participate in the General
Shareholders’ Meeting should be notified within
10 days of the preparation of minutes on the
voting results in the form of a report to be
published in the Magnitogorsky Rabochiy and
Magnitogorsky Metall newspapers.
International investors participate actively in
voting at MMK’s General Shareholders’ Meetings
through a system of proxies established by
depositary bank, The Bank of New York Mellon:
EGSM
21.01.2008
AGSM
25.04.2008
EGSM
29.08.2008
EGSM
12.02.2009
AGSM
22.05.2009
EGSM
25.12.2009
AGSM
21.05.2010
EGSM
20.01.2011
AGSM
20.05.2011
In line with best practice, MMK provides its shareholders (including owners of GDRs) with sufficient
time to cast votes at General Shareholders’ Meetings. According to the Company’s bylaws a notice of the
meeting and voting ballots shall be sent not later than 30 days before the meeting (Federal Law “On
Joint Stock Companies” calls for a 20-day notice period).
22.6
20.3
22.6
44.6
41.5
46.3
49.7
47.0
50.9
0 20 40 60
million GDR
80 100
GDR that participated in the voting
Total amount of GDR
77.9
81.7
79.7
81.4
82.3
82.4
83.4
83.5
83.2
AGSM - Annual General Shareholder's Meeting;
EGSM – Extraordinary General Shareholder's Meeting
Equity Capital (Shareholders’ Structure)
MMK’s authorized capital totals RUB
11,174,330,000 and is comprised of
11,174,330,000 ordinary registered shares with
a par value of 1 rouble each. All shares are placed
securities. The Company is entitled to place, in
addition to those already placed, ordinary shares
amounting to 26,299,840,577 shares, with a par
value of 1 rouble each (declared shares). Declared
ordinary shares grant the same rights as placed
ordinary shares.
* - Victor Rashnikov, Chairman of the OJSC MMK
Board of Directors, is a beneficiary of MMK’s
ordinary shares held by Mintha Holding Limited,
Fulnek Enterprises Limited and Mordoraco
Holdings Limited.
The last Annual General Shareholders’ Meeting
approved a new version of the Company’s Charter.
A newly elected Board of Directors included Victor
Rashnikov, Vitaly Bakhmetiev, Boris Dubrovsky,
Nikolay Lyadov and Oleg Fedonin. Additionally,
five Directors meeting independence criteria
set forth in the UK Corporate Governance Code,
became members of the Board of Directors,
namely David Logan, Zumrud Rustamova, Bernard
Sucher, Peter Charow and David Herman.
The Meeting approved new versions of the
Regulations on MMK’s Board of Directors and the
Regulations on the Individual Executive Body,
MMK’s General Director, and amendments and
additions to the Regulations on MMK’s Audit
Committee. The Meeting elected members of the
60 61
Shareholder
Share, % of
authorized
capital
Mintha Holding Limited* 42.4 %
Fulnek Enterprises Limited* 41 %
Mordoraco Holdings Limited* 2.6 %
The Bank of New York
International Nominees
7.5 %
Other shareholders 6.5 %
Total shares 100 %
MMK’s management is not aware of any shareholders holding over 5 % of the shares, other than those
disclosed above.
Review of MMK’s Annual General Shareholders’ Meeting Conducted on 20 May 2011
A report on the results of voting at the AGSM on 20 May 2011 can be found at:
Equity capital structure as of 09.04.2012
Audit Committee expanding its membership from
3 to 12 persons. According to a rotation principle,
KPMG was approved as the Company’s Auditor.
The Meeting approved the size of remuneration
and compensation to be paid to members of
the Board of Directors and Audit Committee for
performance of their duties in 2011-2012. The
total remuneration of the Board of Directors stood
at RUB 65 million, while remuneration of the Audit
Committee amounted to RUB 39 million. The
Meeting also approved related-party transactions.
According to the new version of the Charter
approved by the Meeting, the Company
undertakes to pay dividends to all shareholders
simultaneously within 60 days after the decision
to pay dividends is taken.